Terms of service
Welcome to Klevoya a blockchain smart contract test and security service (the "Service"). The Service is provided by Barracuda Systems Ltd trading as Klevoya, a limited company registered in England and Wales, company number 11301465 whose office is at Ideaspace City, 3 Laundress Lane, Cambridge, CB2 1SD, UK ("Barracuda Systems", "Klevoya", "We", "Our", "Us").
The Service provided by Us will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. We reserve the right to change these Terms at any time, effective upon the posting of modified Terms and We will make every effort to communicate these changes to You via email or notification via the Website. By continuing to access the Website and/or use the Services You shall be deemed to have accepted any such changes. It is likely these Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
1.1 In these Terms, unless the context requires otherwise, the capitalised words and expressions set out below shall have the following meaning:
"Commencement Date" means the date on which these Terms shall be binding on You and Us, being the first date on which You access the Website and/or use the Services.
"Confidential Information" includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party, or other information that is anonymised and/or amalgamated.
"Data" means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Services Fee" means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website or by email (which Barracuda Systems may change from time to time on notice to You).
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"Website" means the Internet site at the domain klevoya.com, or any other site operated by Barracuda Systems and which provides the Services.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
Words and defined terms importing the singular shall be treated as importing the plural and vice versa. The clause and paragraph headings used in these Terms are inserted for ease of reference only.
2. THE SERVICES
2.1 Use of the Services and the Website
2.1.1 Barracuda Systems grants You the right to access and use the Service via the Website with the particular user roles, size and access available to You according to Your Services Fee category . This is a non-exclusive, personal, non-transferable, and revocable right that is limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
- the Subscriber shall ensure that each Invited User shall comply with these Terms as if each such Invited User is a party hereto and the Subscriber is responsible for all Invited Users' use of the Service and liable for any breach of these Terms by its Invited Users;
- the Subscriber controls each Invited User's level of access to the relevant organisation and Service at all times and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS
3.1 General obligations
3.1.1 You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Us or condition posted on the Website.
3.2 Access conditions
3.2.1 You must ensure that all usernames and passwords required to access the Service and/or the Website are kept secure and confidential. You must immediately notify Us of any unauthorised use of Your passwords or any other breach of security and We will reset Your password and You must take all other actions that We reasonably deem necessary to maintain or enhance the security of Our computing systems and networks and Your access to the Website and/or the Services.
3.2.2 As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of Barracuda Systems's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.3 Communication Conditions
3.3.1 As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
3.3.2 When You make any communication on the Website, You represent that You are permitted to make such communication.
3.3.3 Barracuda Systems is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Barracuda Systems does reserve the right to remove any communication at any time in its sole discretion.
You will on demand indemnify Barracuda Systems against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Barracuda Systems, including (but not limited to) any costs relating to the recovery of any Services Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
4.1.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms.
4.1.2 Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
4.1.3 Each party's obligations under this clause will survive termination of these Terms.
4.1.4 The provisions of paragraphs 4.1.1 and 4.1.2 above shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in, the Services, the Website and any documentation relating to the Services remain the property of Barracuda Systems (or its licensors).
5.2 Ownership of Data
5.2.1 All Intellectual Property Rights in the Data are the property of the Subscriber. Where you are not the Subscriber, You warrant that You are authorised and/or licensed to use, copy, modify, upload and transmit the information and Data. However, Your access to the Data is contingent on full payment of the Klevoya Services Fee when due.
5.2.2 You grant Barracuda Systems a perpetual, worldwide, irrevocable, non-exclusive licence to use, copy, transmit, modify, translate, publish, distribute, store, and back-up the information and Data, and create derived data from the Data, for the purposes of enabling You to access and use the Services and for any other purpose related to any services it makes available to You or its other users, or for internal statistical analysis and service monitoring.
5.2.3 To the extent We create derived data from either the Data or the consolidated information and such derived data cannot be reasonably used to (i) reverse-engineer the Data; or (ii) identify a Subscriber, the Intellectual Property Rights residing in such derived data shall vest in Us.
5.3 Backup of Data
5.3.1 You must maintain copies of all Data inputted into the Service. Barracuda Systems adheres to its best practice policies and procedures to prevent data loss, including a regular system data back-up regime, but does not make any guarantees that there will be no loss of Data.
5.3.2 Barracuda Systems expressly excludes liability for any loss of Data no matter how such loss is caused. You will ensure that where You are not the Subscriber, that the Subscriber is aware of and acknowledges Barracuda Systems's exclusion of liability under this clause 5.3.
6. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where You have registered to use the Service on behalf of a Subscriber, You have the authority to agree to these Terms on behalf of that Subscriber and agree that by registering to use the Service in relation to the relevant Data You bind the Subscriber on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
6.2.1 You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorised to use the Service.
6.2.2 You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own, the relevant Subscriber's or that of anyone else).
6.2.3 Barracuda Systems has no responsibility to any person other than You and nothing in these Terms confers, or purports to confer, a benefit on any person other than You (including, where You are not the Subscriber, the Subscriber). If You use the Services or access the Website on behalf of or for the benefit of any Subscriber You agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and You agree that Barracuda Systems has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify Barracuda Systems against any claims or loss relating to Barracuda Systems's making available information or Data to any person with Your authorisation.
6.2.4 Subject to clause 7.1, the provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.
6.2.5 Barracuda Systems does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Barracuda Systems is not in any way responsible for any such interference or prevention of Your access or use of the Services.
6.2.7 It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
6.2.8 You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to the Data via the Services and the Website will comply with laws applicable to you (including any laws requiring You to retain records).
6.3 No warranties
Barracuda Systems gives no warranty about the Services. Without limiting the foregoing, Barracuda Systems does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and, accordingly, You agree that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. LIMITATION OF LIABILITY
7.1 Nothing in these Terms excludes or limits Our liability for:
7.1.1 death or personal injury arising from Our negligence;
7.1.2 Our fraud or fraudulent misrepresentation; and
7.1.3 any other liability that cannot be excluded or limited under applicable law.
7.2 Subject to clause 7.1, to the maximum extent permitted by law, Barracuda Systems excludes all liability and responsibility to You (or any other person, including the Subscriber) in contract, tort (including negligence), or otherwise, for:
7.2.1 any indirect or consequential loss; or
7.2.2 any loss of information (including loss of consolidated information to the extent You have complied with clause 5.3), Data, profits and savings and damage to reputation (in each case whether such loss is direct or indirect).
7.3 Subject to clause 7.1, Our maximum aggregated liability to You in relation to all events occurring in any calendar year, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms (including for the avoidance of doubt, use of our Website and/or the Services) shall be limited to 100% of the Services Fees paid or payable by You to us in such calendar year (if any).
7.4 The content of the Website, and any information provided to You as part of our Services, is provided for general information only. It is not intended to amount to advice on which You should rely.
7.5 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. TERM AND TERMINATION
These Terms shall commence on the Commencement Date and shall continue until terminated in accordance with these Terms. Upon termination, the right granted to You under clause 2.1 shall automatically be revoked.
8.2 Trial policy
When You first sign up for access to the Services You can evaluate the Services with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be charged from the day You first added Your billing details into the Services.
8.3 Prepaid Subscriptions
Barracuda Systems will not provide any refund for any remaining prepaid period for a prepaid Services Fee subscription.
8.4 No-fault termination
These Terms will continue for the period covered by the Services Fee paid. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Services Fee when due, unless either party terminates these Terms by giving notice to the other party before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Services Fees for the then current period.
8.5.1 Barracuda Systems may, by providing notice of the same to You, terminate these Terms and Your use of the Services and the Website; or suspend for any definite or indefinite period of time, Your use of the Services and the Website; or suspend or terminate access to all or any Data; or take any of the foregoing actions in respect of any or all other persons whom You have authorised to have access to the Data, Services and Website, if You do any of the following:
- breach these Terms (or terms thereof) (including, without limitation, by non-payment of any Services Fees or amounts due under clause 3.4) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied, which includes (without limitation) any breach of payment of Services Fee or amounts due under clause 3.4 that are more than 30 days overdue; or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction.
8.6 Accrued Rights
8.6.1 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
9. Expiry or termination
Clauses 1, 2.2.4, 2.3, 3.4, 4, 5, 6, 7, 8, 9 and 10 shall survive the expiry or termination of these Terms.
10.1 Entire agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment
You may not assign these Terms (or any part hereof), or transfer any rights arising under or out of these Terms, to any other person without Barracuda Systems's prior written consent.
10.5 Governing law and jurisdiction
These Terms are governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.
Other than in respect of communications under clause 2.3, any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Barracuda Systems must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Barracuda Systems. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
10.8 Rights of Third Parties
10.8.1 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
10.8.2 Where We breach these Terms, the Subscriber may bring a claim against Us on behalf of the Subscriber or Invited User (as the case may be) providing (i) such Subscriber or Invited User has suffered loss as a consequence of such breach; and (ii) any such claim is subject to the applicable terms of these Terms including, for the avoidance of doubt, the limitation of liability in clause 7.